Twitter calls Musk’s bid to scuttle $44bn deal ‘invalid and wrongful’


Twitter has hit again at Elon Musk’s try and stroll away from his $44bn acquisition of the social media firm, calling it “invalid and wrongful” and accusing him of breaching the merger settlement, in response to a letter despatched to the billionaire’s attorneys.

Musk introduced on Friday that he deliberate to again out of the deal to purchase Twitter, citing a number of breaches of the merger settlement by the social media platform.

However in a letter addressed to Musk’s authorized group dated Sunday, Twitter’s attorneys at Wachtell, Lipton, Rosen & Katz stated that Musk couldn’t stroll away from the deal, arguing that as an alternative it was the Tesla chief government and his group who had “knowingly, deliberately, wilfully, and materially” breached the settlement.

Their “purported termination is invalid and wrongful, and it constitutes a repudiation of their obligations underneath the settlement”, wrote William Savitt, a companion at Wachtell.

The letter, which was filed publicly on Monday, cited three totally different clauses of the contract that Twitter stated constituted violations and precluded Musk from terminating the deal himself.

The primary associated to Musk’s obligation to help with getting ready regulatory filings on the acquisition. The second obliged him to seek the advice of with Twitter earlier than making public statements of the transaction. Musk, in response to the contract, “shall be permitted to concern tweets concerning the merger or the transactions . . . as long as such tweets don’t disparage the corporate or any of its representatives”.

It’s unclear from the letter which communications Twitter is referring to. Nevertheless, Musk has repeatedly goaded Twitter and its management because the deal was introduced — for instance responding to its chief government Parag Agrawal with an emoji of a pile of poo in a Twitter thread explaining the corporate’s strategy to pretend accounts.

On Sunday, Musk additionally tweeted a meme made up of pictures of himself laughing on the prospect of Twitter sharing details about bots in court docket, though it was unclear whether or not this was shared earlier than the Wachtell letter was despatched.

The third merchandise cited Musk’s responsibility to help with elevating the debt and fairness financing wanted to fund the $44bn deal.

Twitter is anticipated to file a lawsuit in opposition to Musk with the Delaware Court docket of Chancery within the coming days, in response to an individual accustomed to the scenario, because the stand-off threatens to escalate right into a messy authorized battle. Analysts have instructed that the events may additionally attain a settlement or negotiate the deal at a cheaper price, citing hypothesis that Musk has purchaser’s regret given the rout in tech shares.

Musk claimed on Friday that Twitter had breached the merger settlement by failing at hand over adequate info to show that the variety of pretend accounts on its platform was lower than 5 per cent, because it has estimated in public disclosures. His group additionally challenged the determine, suggesting that the true quantity was probably “wildly greater”.

Within the letter from Wachtell to Musk, the corporate wrote that it “will proceed to offer info moderately requested by Mr Musk underneath the settlement and to diligently take all measures required to shut the transaction”.

On Monday, S&P stated Twitter’s junk credit standing was nonetheless underneath evaluation for potential downgrade, writing: “The unravelling of Mr Musk’s proposed takeover of Twitter carries a number of draw back dangers.” It added: “We don’t speculate on the end result of litigation, however we consider it will improve uncertainty and reputational threat.”

Twitter’s share worth fell by greater than 11 per cent when buying and selling opened on Monday after information of Musk’s try and terminate the settlement.

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Twitter has hit again at Elon Musk’s try and stroll away from his $44bn acquisition of the social media firm, calling it “invalid and wrongful” and accusing him of breaching the merger settlement, in response to a letter despatched to the billionaire’s attorneys. Musk introduced on Friday that he deliberate to again out of the…